Arkansas Corporation Merger Agreement and Approval Packet

ARKANSAS CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two Arkansas domestic business corporations governed by the Arkansas Business Corporation Act of 1987, with [MERGER SUB] merging into [TARGET] and Target surviving. Do not use for an old-code corporation without a completed governing-statute analysis, parent-subsidiary short-form merger, conversion, foreign or other-entity constituent, nonprofit, professional or regulated entity, insolvency, or contested-control transaction.

Keep four records separate. The negotiated Transaction Agreement, statutory Plan of Merger, corporate approval record, and filed Articles of Merger are distinct. Signing the commercial agreement does not itself approve the Plan or make the merger effective.

Dissenters' rights are transaction-specific. Section 4-27-1302 generally ties merger eligibility to a required shareholder vote or a parent-subsidiary merger and allows governing documents or a board resolution to create additional rights. Complete the current Subchapter 13 procedure before approval materials are distributed.

1. TRANSACTION CLASSIFICATION

Before drafting:

☐ Confirm each constituent's exact name, entity form, status, governing statute, articles and amendments, bylaws, stock ledger, voting agreements, and board records.

☐ Confirm the transaction belongs under §§ 4-27-1106 and 4-27-1107 rather than a specialized or cross-entity route.

☐ Inventory securities, debt, liens, contracts, permits, employees and benefits, litigation, taxes, real property, intellectual property, data, insurance, and foreign qualifications. Obtain third-party and governmental consents separately.

☐ Complete fiduciary-duty, conflicts, antitrust, securities, tax, labor, benefit-plan, privacy, industry, solvency, and change-of-control review. This packet supplies no conclusion on those bodies of law.

2. NEGOTIATED TRANSACTION AGREEMENT

This Transaction Agreement is made as of [DATE] between [TARGET] ("Target") and [MERGER SUB] ("Merger Sub"). Subject to the attached Plan of Merger and all required approvals, the parties agree as follows.

2.1 Structure and closing

At the statutory effective time, Merger Sub will merge into Target, Merger Sub's separate existence will cease, and Target will survive. Closing will occur at [TIME / PLACE / REMOTE PROCEDURE] after satisfaction or written waiver of the waivable conditions in Schedule 5.

The parties will not deliver Articles of Merger until the approval record is complete. The closing team will retain this agreement, the Plan, approvals, dissenters' rights materials, filed Articles, and effective-time evidence.

2.2 Consideration and capitalization

Schedule 2 states, for every class or series, authorized, issued, treasury, and outstanding shares; treatment of each share; money, survivor interests, or other consideration; fractional-interest treatment; withholding and exchange mechanics; and treatment of options, warrants, equity awards, and intercompany shares.

2.3 Representations and schedules

Each party makes only the representations selected and completed in the disclosure schedules concerning organization, authority, capitalization, financial statements, liabilities, taxes, litigation, contracts, permits, employees and benefits, intellectual property, data, property, compliance, brokers, and absence of conflicts.

State the knowledge standard, materiality standard, disclosure method, bring-down test, survival period, and remedy for each selected representation.

2.4 Interim covenants and conditions

Until closing, each party will operate under the negotiated ordinary-course and consent covenants in Schedule 4. Schedule 5 states closing conditions, including statutory approvals, third-party and governmental consents, absence of a prohibitory order, specified representation accuracy, covenant performance, and closing deliveries.

No contractual waiver replaces a required corporate approval, dissenters' rights step, or Secretary of State filing.

2.5 Amendment, termination, and abandonment

Schedule 6 addresses mutual termination, outside date, uncured breach, failed approval, prohibitory order, expenses, survival, and consequences.

Subject to contractual rights, the planned merger may be abandoned before Articles are filed under the Plan's stated procedure or, if none, as the board determines, without further shareholder action.

2.6 Risk allocation

If post-closing recourse is intended, Schedule 7 identifies responsible persons, covered claims, survival periods, baskets, caps, escrow or insurance, claim procedure, third-party-claim control, exclusive-remedy language, and fraud and nonwaivable-law treatment. No indemnity or cap applies by default.

2.7 Governing law and forum

Arkansas law governs this agreement. Subject to mandatory jurisdiction and venue, the parties select the state and federal courts serving [COUNTY], Arkansas. Arbitration and any predispute jury-trial waiver are excluded.

3. EXHIBIT A — PLAN OF MERGER

The Plan must be maintained in a record and include every item required by § 4-27-1106.

PLAN OF MERGER

1. Constituents and survivor. The constituent organizations are [TARGET], an Arkansas corporation, and [MERGER SUB], an Arkansas corporation. Merger Sub will merge into Target, and Target will survive.

2. Terms and conditions. The merger will occur on the terms stated in this Plan and the Transaction Agreement dated [DATE].

3. Interest conversion. Each issued and outstanding share will remain outstanding, convert, exchange, or cancel exactly as stated in Schedule 2.

4. Target articles. Target's articles will: ☐ remain unchanged; or ☐ be amended exactly as stated in Attachment A.

5. Certificates and book entries. [State surrender, exchange, lost-certificate, uncertificated-share, withholding, and fractional-interest procedures.]

6. Additional provisions. [Insert reviewed statutory provisions only. Keep confidential representations and disclosure schedules outside the Plan unless counsel determines otherwise.]

7. Abandonment. Before filing, this Plan may be abandoned only as follows: [EXACT AUTHORITY, PROCEDURE, NOTICE, AND CONTRACT CONSEQUENCES].

8. Effective date. The merger will become effective on the later of completed statutory filing and [DATE STATED IN ARTICLES / FILING DATE].

4. APPROVAL RECORD — § 4-27-1107

4.1 Board adoption and recommendation

☐ Each board adopted the same Plan and recommended approval, or documented the conflict or special circumstances supporting no recommendation and communicated that basis to shareholders.

☐ Any submission condition is stated exactly in the board record and shareholder materials.

☐ Conflicts, recusals, committees, valuation or fairness work, and fiduciary-process advice are documented separately.

4.2 Shareholder meetings

Notify every shareholder, whether or not entitled to vote, of the proposed meeting in accordance with § 4-27-705. The notice must state that a purpose is to consider the Plan and contain or accompany a copy or summary.

Unless the Code, articles, or board condition requires more, approval requires the affirmative vote of holders of a majority of outstanding shares entitled to vote. Each voting group entitled to vote separately must approve by a majority of all votes entitled to be cast by that group.

Separate group voting is required when the Plan contains a provision that would trigger separate voting if proposed as an articles amendment under § 4-27-1004.

If using action without a meeting, Arkansas counsel must separately verify the current consent, notice, record-date, and dissenters' rights requirements. Do not reuse the meeting record as a consent record.

4.3 Target survivor no-vote exception

Attach a § 4-27-1107(g) memorandum confirming every condition before omitting Target's shareholder vote:

☐ Target's articles will not differ except for an amendment permitted under § 4-27-1002.

☐ Each pre-effective Target shareholder holds the same number of shares or comparable interests with identical designations, preferences, limitations, and relative rights afterward.

☐ Post-merger voting shares, including merger-issuable and conversion/exercise shares, do not exceed pre-merger outstanding voting shares by more than 20%.

☐ Post-merger participating shares, including merger-issuable and conversion/exercise shares, do not exceed pre-merger outstanding participating shares by more than 20%.

For this test, voting shares vote unconditionally in director elections; participating shares participate without limitation in distributions. This exception does not excuse Merger Sub's approval.

5. DISSENTERS' RIGHTS GATE — § 4-27-1302

Classify every constituent, class or series, and holder group before sending approval materials.

☐ Counsel checked merger-vote eligibility, parent-subsidiary treatment, and any articles, bylaws, or board resolution extending dissenters' rights to voting or nonvoting shareholders.

☐ Current Subchapter 13 notice, preservation, demand, payment, fair-value, interest, court, cost, and exclusivity procedures were calendared from current law before approval materials were sent.

This packet intentionally supplies no hard-coded Subchapter 13 deadline. Attach a transaction-specific calendar reviewed on the notice date.

6. ARTICLES OF MERGER — § 4-27-1109

After every constituent approves the merger:

☐ an authorized representative of each constituent signs the Articles;

☐ state each constituent's name, form, and governing-statute jurisdiction;

☐ state the survivor's name, form, and governing-statute jurisdiction;

☐ state the effective date under the survivor's governing statute;

☐ include every survivor organizational-document amendment;

☐ state that each constituent approved the merger as its governing statute requires;

☐ include the Plan, or state the office address where it is held and that the survivor will furnish a free copy on request to any owner of a constituent; and

☐ include any additional information required by a constituent's governing statute.

Each constituent must deliver the Articles for filing. The current Secretary of State corporation-forms page does not list a dedicated domestic-corporation merger form; confirm the current drafting, fee, delivery, signature, tax-status, and attachment requirements directly with Business and Commercial Services before filing.

7. EFFECT AND CLOSING RECORD — § 4-27-1110

The merger becomes effective under § 4-27-1109 on the later of completed constituent filing and the date stated in the Articles when the survivor is a corporation.

At effectiveness:

• Target continues and Merger Sub ceases as a separate entity;
• Merger Sub's property vests in Target;
• its debts, liabilities, and obligations continue as Target's obligations;
• pending actions may continue as if no merger occurred;
• rights, privileges, immunities, powers, and purposes vest in Target except as other law prohibits;
• the Plan's terms take effect unless the Plan provides otherwise; and
• stated Target organizational-document amendments become effective.

Retain:

☐ executed Transaction Agreement and Schedules 2-7;

☐ board-adopted Plan and articles attachment;

☐ board and shareholder approval records;

☐ survivor no-vote memorandum, if used;

☐ dissenters' rights analysis, notices, demands, payment records, and calendar;

☐ filed Articles, receipt, and effective-date evidence;

☐ consideration exchange and withholding ledger; and

☐ tax, payroll, permits, licenses, title, contracts, accounts, benefits, insurance, foreign-registration, and records-retention workplan.

SOURCES AND REFERENCES

• Public-domain OCAR release 77 — Title 4 (August 2020 baseline)
• Arkansas General Assembly — Act 408 of 2009
• Arkansas Secretary of State — Domestic Corporation Forms and Fees

Verified 2026-08-25. Official Act 408 supplies the operative merger enactment; the OCAR release supplies the section structure and histories; exact-citation sweeps found no later bill amending §§ 4-27-1106 through 4-27-1110 or § 4-27-1302. Recheck current Subchapter 13 procedure, filing instructions, fees, forms, and later legislation for the actual transaction.